Painface formed in late 1997 after Andrew Rouw departed from Slipknot earlier that year. The band worked on an untitled demo EP between 1998-1999 for which fans adopted the name "On A Pale Horse", which later also included recordings from 2001. Later on in 1999 they recorded their first full-length album, FleshCraft. In 2001 the band significantly altered their line-up, changing name to "On A Pale Horse" and soon stopped being associated with Painface, being considered a different band.